Filed 5/9/13 Leon v. Watsonville Hospital CA6
California
Rules of Court, rule 8.1115(a), prohibits courts and parties from citing or
relying on opinions not certified for publication or ordered published, except
as specified by rule 8.1115(b). This
opinion has not been certified for publication or ordered published for
purposes of rule 8.1115.
IN
THE COURT OF APPEAL OF THE STATE OF CALIFORNIA
SIXTH
APPELLATE DISTRICT
MARIA LEON et al.,
Plaintiffs and
Appellants,
v.
WATSONVILLE HOSPITAL
CORPORATION,
Defendant and
Respondent.
H037288
(Santa Cruz
County
Super. Ct.
No. CV166066)
Plaintiffs
Maria Leon and Rafael Leon brought an action against defendant Watsonville
Hospital Corporation for the hospital’s failure to advise them, when they were
admitted to the emergency room, that the emergency room physicians did not
accept plaintiffs’ health care plan and for the hospital’s failure to take
other action to prevent the emergency room physicians from “balance billing†or
charging excessive fees for services rendered.
Plaintiffs, who brought the action on behalf of themselves and other
similarly situated persons, sued the hospital for breach of contract, breach of
the implied covenant of good faith and fair dealing, unfair business practices,
violation of the Consumers Legal Remedies Act (Civ. Code, § 1750 et seq.;
CLRA), and declaratory and injunctive relief.
“Balance
billing†occurs when a patient’s health care plan pays the medical provider a
“reasonable rate†that is less than the amount billed and the provider bills
the patient for the difference. (See
Emergency Medical Group (2009) 45 Cal.4th 497, 502, 503 (
after “[i]nterpreting the applicable statutory scheme as a whole,†the
California Supreme Court held that balance billing by an emergency room
provider is prohibited by statute. (
care must be resolved solely between the emergency room doctors, who are
entitled to a reasonable payment for their services, and the [patient’s health
maintenance organization (HMO)], which is obligated to make that paymentâ€; (2)
a “patient who is a member of an HMO may not be injected into the disputeâ€; and
(3) “[e]mergency room doctors may not bill the patient for the disputed
amount.†(Id. at p. 502; see id. at
p. 507.) In this case, plaintiffs were
“balance billed†by emergency room providers and paid the disputed amounts
before the Supreme Court decided Prospect. Unlike Prospect,
which considered the respective responsibilities of emergency medical
providers, patients, and health care plans, this case involves the potential
liability of the hospital for balance billing or excessive billing by emergency
room physicians.
Plaintiffs
appeal from the judgment entered after the trial court sustained demurrers
without leave to amend to all but their declaratory relief cause of action and
granted summary judgment on their declaratory relief cause of action. We find no error in either ruling and will
affirm the judgment.
Facts
name="_ftnref1" title="">[1]
In 2006 and
2007, plaintiffs, who are husband and wife, went to the emergency room of Watsonville
Community Hospital
title="">[2]
(together with defendant Watsonville Hospital Corporation, the two entities are
collectively referred to here as Hospital), where they received treatment from
physicians employed by Emergency Medical Group of Watsonville (Medical Group).
Plaintiffs
went to Hospital because it was close to their home and was a participating
provider in their health plan, the Blue Cross Blue Shield Federal Employee
Program (Health Plan). Unbeknownst to
plaintiffs, Medical Group was not a participating provider in Health Plan;
instead, Medical Group was an “non-preferred,†“non-participatingâ€
provider. (Capitalization omitted.)
On December
16, 2006, Rafael
title="">[3]
went to Hospital’s emergency room and received medical care. Medical Group charged $502 for the
services. Health Plan determined that
the allowable amount for the services provided by a non-participating provider
was $175.47 and made a payment of $157.93 (the allowable amount of $175.47
minus Rafael’s coinsurance or co-pay of $17.54). In an explanation of benefits letter, Health
Plan stated, “Benefits for this service are included in the payment for the
primary service. Additional benefits are
not available. Because the provider is
not a preferred or participating network provider, you are responsible for this
charge. [¶] . . .
We provide benefits for covered services by non-participating providers
based on the non-participating provider allowance. . . . You are responsible for these charges. [¶]
Your responsibility to the provider[] is $502.00. We paid $157.93. The provider can collect $502.00 from you for
these services.†(Capitalization
omitted.) According to plaintiffs,
Health Plan’s non-participating provider allowance is “at least 100% of the
usual, customary and reasonable (UCR) amount for the service or supply in the
geographic area in which it was performed or obtained.â€
On December
18, 2006, Rafael went to Hospital’s emergency room, where he was treated by Dr.
Kaplan. Medical Group charged $318 for
Dr. Kaplan’s services. Health Plan
determined that the non-participating provider allowance for Dr. Kaplan’s
services was $112.30 and made a payment of $101.07 (the allowable amount of
$112.30 less Rafael’s coinsurance or co-pay of $11.23). Similar to the previous claim, Health Plan’s
explanation of benefits letter stated, “We provide benefits for covered
services by non-participating providers based on the non-participating provider
allowance. . . . You are responsible for
these charges. [¶] Your responsibility to the provider[] is
$318.00. We paid $101.07. The provider can collect $318.00 from you for
these services.†(Capitalization
omitted.)
On
September 8, 2007, Maria went to Hospital’s emergency room and was treated by
Dr. Clum. Medical Group charged $318 for
Dr. Clum’s services. Health Plan
determined that the non-participating provider allowance for Dr. Clum’s
services was $112.30 and made a payment of $101.07 (the allowable amount minus
Maria’s coinsurance or co-pay of $11.23).
The explanation of benefits letter for this visit contained the same
statements as the letter for Rafael’s second visit.
Plantiffs
paid Medical Group in full. Apparently,
plaintiffs were also billed by Hospital for Hospital services related to each
of these emergency room visits. But
there is no dispute regarding amounts billed by Hospital. The dispute here centers on whether Hospital
had a duty to either warn plaintiffs that the physicians in its emergency room
do not participate in plaintiffs’ health plan or to insure that only participating
providers staff the emergency room.
Although the class allegations are not limited in time, plaintiffs were
treated in 2006 and 2007, before Prospect,
supra, 45 Cal.4th 497, was decided in 2009, but while that case was pending
in the California Supreme Court.
Each time
they were admitted to Hospital’s emergency room, plaintiffs signed “Conditions
of Admission and Consent to Medical Treatment†(COA) forms, which provided in
relevant part: “I hereby voluntarily
consent for treatment/admission to the Facility. I permit the Facility and its employees,
physicians and others involved in my care to treat me in ways they judge to be
beneficial to me. . . . I consent to examinations, . . .
nursing care and other services or treatments rendered by my physician,
consulting physicians and their associates and assistants, or rendered by
Facility personnel under the instructions, orders or direction of such
physician(s). [¶] I agree and understand that all physicians,
dentists, oral surgeons and podiatrists involved in my care in any way are
responsible and liable for their own acts and omissions, and the Facility is
not responsible or liable for the acts or omissions of the aforementioned. Some
services may be performed by independent contractors who are not employed by
the Facility. . . . [¶] . . .
[¶] . . . I understand that I am obligated to pay the
account of the Facility in accordance with the regular rates and terms of the
Facility.†(Bold in original.)
As we shall
explain, plaintiffs’ opposition to Hospital’s motion for summary judgment
relied on paragraph 6.5 of the contract between Hospital and Medical Group (the
Medical Group contract),
name="_ftnref5" title="">[5]
which provided: “Contractor [Medical
Group] shall participate in all third-party payment or managed care programs in
which Hospital participates, render services to those patients covered by such
programs, and accept payment amounts provided for under these programs as
payment in full for services of [Medical Group]. If requested by Hospital, [Medical Group]
agrees to discount his/her charges proportionately to any discounts given by
Hospital of its charges to a third-party payor or any patient participation
plan, provided such discounts are within the normal ranges provided by similar
contractors in central California.â€
Plaintiffs argue that other provisions of the Medical Group contract are
“indicia†that Hospital exercised “significant control†over Medical Group.
Procedural History
Original Complaint and Hospital’s
Demurrer
In December
2009, plaintiffs filed a class action complaint “on behalf of themselves and
others similarly situated†against Hospital and Doe defendants alleging causes
of action for declaratory and injunctive relief, breach of contract, breach of
the implied covenant of good faith and fair dealing, unfair business practices
under the unfair competition law (UCL) (Bus. & Prof. Code, § 17200 et
seq.), and violation of the CLRA. The
complaint alleged that although Hospital accepted health insurance as full
compensation for its services, the health care providers that worked in its
emergency room (Providers) did not, which resulted in patients being “billed
for the full, list or chargemaster rates[
demanded by such Providers†and “ ‘balance billing.’ †Plaintiffs complained that the rates charged
by Providers were not reasonable, were not revealed by Hospital, and were not
consented to by plaintiffs. Plaintiffs
alleged that Hospital failed (1) to maintain agreements with Providers that
assured that Providers would accept the same insurance plans as Hospital, or
(2) to disclose at the time of admission that some of its Providers did not
accept plaintiffs’ insurance or “which . . . Providers do or do not
accept which insurer’s insurance.†The
complaint alleged that by doing so, Hospital breached its contractual duties to
its patients and engaged in unfair business practices.
In March
2010, Hospital demurred to the original complaint. Hospital argued that since California law
prohibits the corporate practice of medicine, a private hospital may not employ
physicians, except in limited situations, none of which apply here, and that
Hospital staffs its emergency room by contracting with Medical Group, an
independent group of physicians. The
demurrer asserted that Hospital and Medical Group were distinct legal entities
that contracted separately with health plans and billed independently of one
another. Hospital argued that plaintiffs
failed to state a cause of action for declaratory and injunctive relief because
they failed to plead facts showing an actual controversy between the parties
and merely asked the court to create new law.
Hospital argued that no contract, statute, or regulation imposed duties
on Hospital to insure that Medical Group accepted plaintiffs’ insurance or warn
that it did not; that there was no dispute between the parties about these
matters; and that it was unnecessary to impose additional duties on hospitals
since patients are protected from balance billing by Health and Safety Code
section 1379 and Prospect. Hospital argued that although the contract
cause of action alleged that plaintiffs and the class had “entered into written
contractual relationship[s]†with Hospital, it failed set forth the terms of
the contracts, identify the contracts by name, or attach copies of the
contracts. Hospital asserted that the
cause of action for breach of the implied covenant of good faith and fair
dealing was no different from the contract claim, since the allegations were
the same. Hospital argued that
plaintiffs failed to allege unfair business practices with sufficient
particularity and that the complaint failed to identify the conduct that gave
rise to the claim. Hospital asserted
that the complaint was devoid of facts showing that Hospital made any
representations to plaintiffs regarding Medical Group or included any
unconscionable provisions in a contract that violated the CLRA.
Hospital
also filed written notice that in May 2009, plaintiffs filed a related action
against Medical Group entitled Leon v.
Emergency Medical Group of Watsonville (Super. Ct. Santa Cruz County, No.
CV163961).
Plaintiffs
opposed the demurrer, arguing that the allegations of the complaint were
sufficient as to each cause of action.
The trial
court overruled the demurrer to the declaratory and injunctive relief cause of
action and sustained the demurrers with leave to amend as to the remaining
causes of action.
First Amended Complaint and
Hospital’s Demurrer
Plaintiffs
filed a first amended complaint, which contained the same five causes of action
as the original complaint. The first
amended complaint (1) identified the contracts at issue as the COA forms that
plaintiffs and other class members signed upon being admitted to the emergency
room and (2) contained more detailed allegations regarding plaintiffs’ dates of
admission, the amounts billed by Medical Group, the amounts Health Plan
determined were allowable rates, and the amounts paid. Plaintiffs also apparently attached copies of
“pertinent portions†of the COA forms to their first amended complaint as
exhibit A.
set forth the specific statutes and case law that plaintiffs alleged Hospital
had violated
title="">[8]
and asserted violations under all three prongs of the UCL (namely, unfair,
unlawful, and fraudulent acts). The
allegations of plaintiffs’ CLRA cause of action were substantially the same as
those in the original complaint.
Hospital
responded with another demurrer, arguing that there was no factual or legal
basis for holding Hospital liable for a dispute between plaintiffs, Health
Plan, and Medical Group over amounts plaintiffs were charged by Medical
Group. Hospital asserted that plaintiffs
had not identified any legal authority or contract that required Hospital (1)
to ensure that Medical Group charged reasonable rates, (2) to require Medical
Group to contract with plaintiffs’ health plan, or (3) to advise plaintiffs
that Medical Group did not accept their health plan. Hospital argued that the COA did not contain
any provision regarding Medical Group’s services or rates, that the COA
expressly stated that some services may be performed by independent contractors
who are not employed by Hospital, and that plaintiffs had not identified any
provisions of the COA that Hospital allegedly breached. Hospital renewed its argument that the cause
of action for breach of the implied covenant of good faith and fair dealing was
no different from the breach of contract claim and argued that plaintiffs had
failed to plead any facts showing that Hospital had engaged in bad faith
conduct. In addition, Hospital attacked
the UCL, CLRA, and declaratory relief causes of action. Hospital also filed a motion to strike the
class action allegations of the first amended complaint, arguing that they were
overly broad.
Plaintiffs
opposed the demurrer, arguing that Hospital’s liability was based on the
“express, if ambiguous terms of the COA†and Hospital’s duties under “premises
liability law.†Plaintiffs argued that
the COA promised that charges from the “Facility†would be at regular rates and
that the term “Facility†includes Providers.
They asserted that Hospital had an obligation to control people who
worked in its facility to insure that they complied with the law.
At the
hearing on the demurrer, Hospital asserted that if hospitals “are going to be
required to make . . . additional disclosures to patients regarding the
contractual relationship between the physicians and [insurance companies] or if
they’re going to be required to police the contracts between physicians and
insurance companies, those changes should come through the [L]egislature and
not the courts.â€
The court
overruled the demurrer to the first cause of action for
demurrers to the remaining causes of action without leave to amend, and granted
the motion to strike the class action allegations with leave to amend.
Second Amended Complaint and
Hospital’s Response
Plaintiff
filed a second amended complaint that contained a single cause of action for
declaratory relief. The class
allegations remained essentially the same.
Hospital responded with another motion to strike, arguing that
plaintiffs failed to amend the class action allegations and that those
allegations should be stricken because they were still overly broad. The court granted the motion to strike with
leave to amend as to the class allegations.
Motion for Summary Judgment and
Third Amended Complaint
On February
2, 2011, two days before the hearing on the motion
to strike, Hospital filed a motion for summary judgment, challenging the
declaratory relief action.
On March 3,
2011, plaintiffs filed a third amended class action complaint for declaratory
and injunctive relief. Hospital answered
the third amended complaint in April 2011, before the hearing on the motion for
summary judgment.
Hospital’s
motion for summary judgment argued that this lawsuit was an unreasonable
attempt to hold Hospital liable for a dispute between plaintiffs, Health Plan,
and Medical Group and to expand the holding in Prospect. Hospital contended
that it did not and could not employ Providers, that Medical Group was an
independent contractor, and that Hospital and Medical Group were distinct legal
entities that contracted separately with patients’ health plans. Hospital argued that it did not have a duty
to ensure that Medical Group charged reasonable rates, to require Medical Group
to contract with plaintiffs’ health plans, or to advise plaintiffs that Medical
Group did not accept their health plan.
Hospital asserted that the trial court had already determined that these
duties, which plaintiffs sought to impose on Hospital, did not exist when it
dismissed the other causes of action.
Hospital argued that declaratory relief was not necessary or proper
since plaintiffs did not need to be told that Medical Group did not accept
Health Plan and plaintiffs were already protected from balance billing by
Health and Safety Code section 1379 and Prospect.
In
opposition, plaintiffs argued that there was a material factual dispute
regarding Hospital’s duties to protect patients from or warn them about Medical
Group’s billing practices. Plaintiffs
contended that Hospital’s duties were based on:
(1) the COA, (2) common law premises liability theories, and (3)
obligations created by Hospital’s written contract with Medical Group. Plaintiffs argued that the Medical Group
contract imposed a duty on Hospital to control Medical Group’s billing
practices, that Hospital breached that duty, and that plaintiffs were third
party beneficiaries of that contract.
Plaintiffs argued that Hospital had a common law duty to control the
activities on its premises, including Medical Group’s billing practices, and
that its duty was analogous to that of a property owner’s duty to supervise a
concessionaire. Repeating arguments they
had made in support of their breach of contract and breach of the implied
covenant of good faith and fair dealing causes of action, plaintiffs argued that
the COA imposed a duty on Hospital to protect or warn patients of Medical
Group’s billing practices. They also
argued that the COA failed to conform to the California Hospital Association’s
model conditions of admission form.
Plaintiffs asserted that declaratory relief was appropriate because this
case did not involve only past wrongs and the fact that the law controls
Providers’ conduct does not preclude imposing liability on Hospital. Plaintiffs requested leave to amend, arguing
that the Medical Group contract, which had recently been produced in discovery,
changed the case and that, in light of that contract, the other causes of
action were improperly dismissed.
In reply,
Hospital argued that the Medical Group contract required Medical Group not to
balance bill, but did not create any duties on the part of Hospital; that the
model conditions of admissions form did not create any duties; and that
plaintiffs had not met their burden of showing they were entitled to amend.
The court
granted the motion for summary judgment.
The court ruled that the COA did not contain any limitation on “what the
physicians can charge,†that Hospital did not have a “duty, based upon this
contract, to ensure physicians will only charge reasonable rates,†and that
Hospital did not have an “express contractual duty to advise patients regarding
the rates physicians charge.†Rejecting
plaintiffs’ premises liability theory, the court stated that it was not aware
of any case holding property owners “responsible for the unfair business
practices of a third party on their premises.â€
Although the court agreed that plaintiffs were third party beneficiaries
of the Medical Group contract, it was not persuaded that that contract created
any duty on the part of Hospital to enforce contract terms for the benefit of
plaintiffs. The court therefore declared
that Hospital “owed no duty to the Plaintiffs to either prevent physicians from
overcharging or to warn the Plaintiffs that physicians may or did indeed
overcharge.â€
Plaintiffs
appeal, challenging the rulings on both the demurrer to the first amended
complaint and the summary judgment motion.
Discussion
Plaintiffs
have organized their brief and their arguments around two questions of
duty: (1) whether Hospital had a duty to
insure that “only regular rates [are] charged†under the COA, the Medical Group
contract, or the implied covenant of good faith and fair dealing; and (2)
whether Hospital had a duty to prevent or warn of Medical Group’s billing
practices under common law premises liability principles, the UCL, or the
CLRA. Hospital, on the other hand,
addresses the questions presented by discussing each cause of action
separately. Since plaintiffs attack the
propriety of the trial court’s rulings on both the demurrer to the first
amended complaint and the motion for summary judgment, we adopt the latter
approach and will organize our discussion by cause of action rather than by
claim of duty.
I.
Demurrer to First Amended Complaint
A.
Standard of Review
“A general
demurrer searches the complaint for all defects going to the existence of a
cause of action and places at issue the legal merits of the action on assumed
facts.†(Carman v. Alvord (1982) 31
Cal.3d 318, 324.)
“On appeal
from a judgment of dismissal after a demurrer is sustained without leave to
amend, the reviewing court assumes the truth of all facts properly pleaded by
the plaintiff. [Citation.] ‘We also accept as true all facts that may be
implied or reasonably inferred from those expressly alleged. [Citation.]’ . . . But we do not assume the truth of
‘ “ ‘contentions, deductions or conclusions of fact or law.’ †’
[Citation.]†(Trinity Park, L.P. v. City of
Sunnyvale (2011) 193 Cal.App.4th 1014, 1026 (Trinity Park).)
“We also
consider matters that may be judicially noticed. [Citations.]
Among other things, the Evidence Code provides that judicial notice may
be taken of ‘[f]acts and propositions that are not reasonably subject to
dispute and are capable of immediate and accurate determination by resort to
sources of reasonably indisputable accuracy.’
[Citation.] We may therefore take
judicial notice of an agreement where ‘there is and can be no factual dispute
concerning the contents of the agreements.
[Citation.]’ [Citation.] However, we keep in mind the general rule
that ‘[w]hen judicial notice is taken of a document . . . the
truthfulness and proper interpretation of the document are disputable. [Citation.]’
[Citation.]†(
“ ‘We also
consider the complaint’s exhibits.
[Citations.] Under the doctrine
of truthful pleading, the courts “will not close their eyes to situations where
a complaint contains allegations of fact inconsistent with attached documents,
or allegations contrary to facts which are judicially noticed.†[Citation.]
“False allegations of fact, inconsistent with annexed documentary
exhibits [citation] or contrary to facts judicially noticed [citation], may be
disregarded . . . .†[Citations.]’ [Citation.]â€
(Trinity Park,
omitted.)
After
reviewing the allegations of the complaint, the exhibits to the complaint, and
matters properly subject to judicial notice, we exercise our independent
judgment on the question of whether the complaint states a cause of action as a
matter of law. (See Moore v. Regents of University of California (1990) 51 Cal.3d 120,
125.) In exercising our independent
judgment, “ ‘we give the complaint a reasonable interpretation, reading it as a
whole and its parts in their context.’
[Citations.]†(
Cal.App.4th 521, 528.) “On appeal, ‘the
plaintiff bears the burden of demonstrating that the trial court erred’ in
sustaining the demurrer. [Citation.]†(Ibid.)
B.
Leave to amend
Where, as
here, the trial court sustained a demurrer without leave to amend, we review
the court’s determination that no amendment could cure the defect in the
complaint for abuse of discretion. (
31 Cal.4th 1074, 1081.) “If we see a
reasonable possibility that the plaintiff could cure the defect by amendment,
then we conclude that the trial court abused its discretion in denying leave to
amend. If we determine otherwise, then
we conclude it did not. [Citation.] The plaintiff has the burden of proving that
an amendment would cure the defect.
[Citation.]†(
California (2005) 35 Cal.4th 311, 320.)
C.
Breach of Contract
1.
Allegations of the Complaint
The breach
of contract cause of action in plaintiffs’ first amended complaint is based on
the COA forms, copies of which were apparently attached to the first amended
complaint. Plaintiff alleged that
although the COA forms “expressly stated that charges incurred at the facility
are to be at a regular rate,†Providers billed “at a rate that was much more
than the regular, usual, customary or reasonable rate.†They alleged that “even absent the ‘regular
rate’ language of the COA,†the agreement between plaintiffs and Hospital
implied a regular rate because Hospital accepted plaintiffs’ health plans but
did not inform them that Providers did not accept their health plans or
expressly agree on a price, which meant that a “reasonable†price term would be
implied. They alleged that Hospital
breached the contract (1) by allowing Providers to charge “other than regular
rates,†(2) by having Providers in its facility who did not accept plaintiffs’
health plans, or (3) by not informing plaintiffs that Providers did not accept
their health plans, which resulted in balance billing and economic damages.
2.
Controlling Principles of Contract
Interpretation
The basic
goal of contract interpretation is to give effect to the parties’ mutual intent
“as it existed at the time of contracting, so far as the same is ascertainable
and lawful.†(Civ. Code, § 1636; accord,
Bank of the West v. Superior Court
(1992) 2 Cal.4th 1254, 1264.) When a
contract is reduced to writing, the parties’ intention is determined from the
writing alone, if possible. (Civ. Code,
§ 1639.) The language of the contract
governs its interpretation, “if the language is clear and explicit, and does
not involve an absurdity.†(
of contracts [citation], under which ‘[i]t is the objective intent, as
evidenced by the words of the contract, rather than the subjective intent of
one of the parties, that controls interpretation’ [citation]. The parties’ undisclosed intent or
understanding is irrelevant to contract interpretation. [Citations.]â€
(Founding Members of the Newport
Beach Country Club v. Newport Beach Country Club, Inc. (2003) 109
Cal.App.4th 944, 956.)
“The words
of a contract are to be understood in their ordinary and popular
sense. . . .†(Civ. Code,
§ 1644.) The court may explain a
contract “by reference to the circumstances under which it was made, and the
matter to which it relates.†(Code Civ.
Proc., § 1647; see also Lloyd’s
Underwriters v. Craig & Rush, Inc. (1994) 26 Cal.App.4th 1194,
1197-1198 [“We interpret the intent and scope of the agreement by focusing on
the usual and ordinary meaning of the language used and the circumstances under
which the agreement was madeâ€].) A
contract is to be interpreted as a whole, “so as to give effect to every part, if
reasonably practicable, each clause helping to interpret the other.†(Civ. Code, § 1641.) Where there are several provisions to the
contract, “such a construction is, if possible, to be adopted as will give effect
to all.†(Code Civ. Proc., § 1858.)
The
construction of a contract calls for different standards of review, depending
upon whether the trial court admits extrinsic evidence on the contract
interpretation question. When no
extrinsic evidence is introduced, as was the case here, the appellate court
independently construes the contract. (
(1965) 62 Cal.2d 861, 865, 866.)
3.
Analysis
The
pertinent provisions of the COA provide:
“1) GENERAL CONSENT FOR TESTS,
TREATMENT, AND SERVICES:
[¶] I hereby voluntarily consent
for treatment/admission to the Facility.
I permit the Facility and its employees, physicians and others involved
in my care to treat me in ways they judge to be beneficial to me.
. . . I consent to examinations, . . . nursing
care and other services or treatments rendered by my physician, consulting
physicians and their associates and assistants, or rendered by Facility
personnel under the instructions, orders or direction of such
physician(s). [¶] I agree and understand that all physicians,
dentists, oral surgeons and podiatrists involved in my care in any way are
responsible and liable for their own acts and omissions, and the Facility is
not responsible or liable for the acts or omissions of the aforementioned. Some
services may be performed by independent contractors who are not employed by
the Facility. . . . [¶] . . .
[¶] 4) ASSIGNMENT OF INSURANCE BENEFITS/PROMISE TO PAY: [¶] I
hereby assign and authorize payment directly to the Facility, and to any
facility-based physician, all insurance benefits. . . . [¶] I
understand that I am obligated to pay the account of the Facility in accordance
with the regular rates and terms of the Facility.†(Bold in original.)
Renewing
arguments they made below, plaintiffs argue that the term “Facility†“is not
specifically defined, despite being capitalized.†Plaintiffs argue that the word “Facilityâ€
“encompasses under its roof employees, physicians and others involved in care
at the Facilityâ€; that it “appears to encompass all services provided at the
facilityâ€; and that “it seems fair to include all those who provide services at
the facility to be included in the terms of the [fourth] paragraph—regular
rates and terms apply.†Plaintiffs
assert that “the most reasonable interpretation is that facility refers not
just to [Hospital] itself, but to the providers working within it†and that
“the COA imposes a duty on [Hospital] to assure regular rates, the ones
usually, customarily or reasonably charged are the rates to be paid for all
services provided at the facility.â€
In ruling
on the demurrer, the trial court concluded that the term “Facility†meant the
hospital. The court also rejected
plaintiffs’ contention that the COA contained a promise that Medical Group
would bill at regular rates. The court
held that the COA “specifically says that the ‘facility based physicians’ are
independent contractors and it does not appear to constrain their billings in
any way. It does not require the
hospital to (1) ensure what those rates are, or (2) advise patients as to
supposedly reasonable rates.â€
We agree
with the trial court’s interpretation of the contract. A “facility†is “something (as a hospital,
machinery, plumbing) that is built, constructed, installed or established to
perform some particular function or to serve or facilitate some particular
end.†(Webster’s 3d New Internat. Dict.
(1993) pp. 812-813.) The licensing
provisions in the Health and Safety Code define “ ‘[g]eneral acute care
hospital’ †in pertinent part as “a health facility having a duly constituted
governing body with overall administrative and professional responsibility and
an organized medical staff†(Health & Saf. Code, § 1250, subd. (a))
and “ ‘health facility’ †in part as “any facility, place, or building that is
organized, maintained, and operated for the diagnosis, care, prevention, and
treatment of human illness†(id., §
1250). The COA’s use of the term
“Facility†to refer to the hospital is consistent with these statutes.
Although
not a model of clarity, when read as a whole, the COA distinguishes services
provided by Hospital and its personnel from services provided by facility-based
physicians (physicians who have privileges to treat patients at Hospital but
are not employed by Hospital) and others who treat patients at the hospital.
patient consents to treatment, the patient authorizes treatment by the
“Facility and its employees, physicians and others involved in my care.†It is not clear whether the reference to
“physicians†in this sentence means physicians employed by Hospital,
facility-based physicians, or both. But
in any event, this sentence does not relate to billing or the liability of
Hospital for the acts of others. And
although the language of this first sentence seems to be broad, the provisions
that follow are more specific and narrow its scope. In paragraph 1, the patient also consents to
treatment rendered by “my physician, consulting physicians and their associates
and assistants, or rendered by Facility personnel.†This language distinguishes physicians from
other Facility personnel and advises the patient that persons other than those
employed by Hospital may be involved in his or her care. Paragraph 1 also provides that the patient
“agree[s] and understand[s] that all
physicians, dentists, oral surgeons and podiatrists involved in [his or her]
care in any way are responsible and liable for their own acts and omissions,
and the Facility is not responsible or liable for the acts or omissions of the
aforementioned.†(Italics added.) This sentence distinguishes the acts of
physicians from the acts of the Facility; and Hospital disavows liability for
the acts of “all physicians.†Paragraph
1 next advises in bold letters: “
independent contractors who are not employed by the Facility.†In addition, the assignment of insurance
benefits in paragraph 4 of the COA distinguishes between “the Facility†and
“any facility-based physician.†If
“Facility†included Medical Group, there would be no need for an assignment of
benefits to “any facility-based physician.â€
Based on the plain language of these provisions, read as a whole, we
reject plaintiffs’ contention that the term “Facility†includes facility-based
physicians like Medical Group who treat patients on Hospital’s premises.
We also
reject plaintiffs’ contention that the COA contains a promise that persons who
treat patients at Hospital, including Medical Group, will only charge “regular
rates.â€
account of the Facility in accordance with the regular rates and terms of the
Facility.†By this language, the patient
promises to pay Hospital according to its regular rates and terms. We may infer from this language a promise by
Hospital to bill the patient according to its regular rates and terms. But, since the term “Facility†means Hospital
and does not include independent physicians and providers who treat patients at
Hospital, and since paragraph 4 mentions only “the account of the Facility,â€
and not Medical Group’s account, or the account of any facility-based physician
or any other physician, we conclude that the COA does not contain a promise
that Medical Group will only charge regular rates.
Furthermore,
there is nothing in the language of the COA that requires Hospital to ensure
that Medical Group accepts the same health plans as Hospital, to determine
which health plans Medical Group contracts with, or to advise patients that
Medical Group may not accept the same health plans as Hospital. To the contrary, upon signing the COA, the
patient acknowledges “that all physicians . . . involved in my care in any way
are responsible and liable for their own acts and omissions, and the Facility
is not responsible or liable for acts or omissions of the aforementioned†and
that some persons involved in the patient’s care may be independent
contractors.
In
addition, by its own terms the COA applies to both “Inpatient/Outpatientâ€
admissions. To interpret the COA as
plaintiffs suggest would require Hospital to monitor and oversee the billing
practices of not only the emergency room physicians, but of surgeons who admit
their patients to Hospital for surgical procedures, obstetricians who deliver
babies at Hospital, and all other independent “physicians, dentists, oral
surgeons and podiatrists†who have hospital privileges and treat patients at
Hospital. Nothing in the COA imposes
such a duty on Hospital. Plaintiffs do
not cite any statutory or other legal authority that imposes such a duty.
Given our
construction of the COA, we conclude as a matter of law that plaintiffs cannot
state a cause of action for breach of contract based on their allegations that
Hospital breached the COA (1) by allowing Providers to charge “other than
regular rates,†(2) by having Providers in its facility who did not accept
plaintiffs’ health plans, or (3) by not informing plaintiffs that Providers did
not accept their health plans. We
therefore hold that the trial court did not err when it sustained the demurrer
to the breach of contract cause of action without leave to amend.
D.
Breach of the Implied Covenant of Good Faith and Fair
Dealing
Plaintiffs
contend the trial court erred when it sustained the demurrer to their claim for
breach of the implied covenant of good faith and fair dealing (hereafter breach
of the implied covenant claim) without leave to amend. Hospital argues that the court did not err
because (1) plaintiffs’ breach of the implied covenant claim “was identical to
[their] breach of contract claim, was based entirely on the same allegations,
and was therefore superfluousâ€; (2) plaintiffs cannot show that Hospital did
anything to frustrate the promises in or the purpose of the COA; and (3) it
would be absurd to find that Hospital had a duty to tell patients that Medical
Group might do what it promised not to do (balance bill) in the Medical Group
contract.
“ ‘Every
contract imposes upon each party a duty of good faith and fair dealing in its
performance and its enforcement.’
(Rest.2d Contracts, § 205.)†(
47 Cal.3d 654, 683 (Foley).) “The covenant of good faith and fair dealing,
implied by law in every contract, exists merely to prevent one contracting
party from unfairly frustrating the other party’s right to receive the benefits
of the agreement actually made.
[Citation.] The covenant thus
cannot ‘ “be endowed with an existence independent of its contractual
underpinnings.†’ [Citations.] It cannot impose substantive duties or limits
on the contracting parties beyond those incorporated in the specific terms of
their agreement.†(Guz v. Bechtel National, Inc. (2000) 24 Cal.4th 317, 349-350,
italics omitted (Guz).)
“[D]efining
what is required by this covenant has not always proven an easy task.†(Carma
Developers (Cal.), Inc. v. Marathon Development California, Inc. (1992) 2
Cal.4th 342, 372 (Carma).) “It is universally recognized the scope of
conduct prohibited by the covenant of good faith is circumscribed by the
purposes and express terms of the contract.
[Citations.] As explained in
principles, the implied covenant of good faith is read into contracts ‘in order
to protect the express covenants or promises of the contract, not to protect
some general public policy interest not directly tied to the contract’s
purpose.’ [Citation.]†(Id. at
rule of all-encompassing generality, a few principles have emerged in the
decisions. To begin with, breach of a
specific provision of the contract is not a necessary prerequisite. [Citation.] . . . Nor is it necessary that the party’s conduct
be dishonest. Dishonesty presupposes
subjective immorality; the covenant of good faith can be breached for
objectively unreasonable conduct, regardless of the actor’s motive.†(Ibid.)
We begin by
addressing Hospital’s contention that the breach of the implied covenant claim
was superfluous. In Guz, which involved the alleged breach of an at-will employment
contract, the court explained, “A breach of the contract may also constitute a
breach of the implied covenant of good faith and fair dealing. But insofar as the employer’s acts are
directly actionable as a breach of an implied-in-fact contract term, a claim
that merely realleges that breach as a violation of the covenant is
superfluous.†(Guz, supra, 24 Cal.4th at p. 352.) “To the extent [the] implied covenant cause
of action seeks to impose limits on [the employer’s] termination rights beyond
those to which the parties actually agreed, the claim is invalid. To the extent the implied covenant claim
seeks simply to invoke terms to which the parties did agree, it is
superfluous.†(Ibid., italics omitted.)
Plaintiffs’
breach of contract cause of action alleged that Hospital breached the COA (1)
because Providers “billed at a rate that was much more than the regular, usual,
customary or reasonable rate,†(2) by allowing Providers who did not accept
plaintiffs’ health plans to work in the Hospital, and (3) when Hospital failed
to inform plaintiffs that Providers did not accept their health plan. The breach of the implied covenant claim in
plaintiffs’ first amended complaint incorporated the allegations of their
declaratory relief and breach of contract causes of action by reference and
alleged that Hospital’s “acts, as alleged above, constitute a breach of [the]
duty of good faith and fair dealing, since only a regular or reasonable rate
could be charged in order to fulfill the contracts made. [¶] .
. . Such unfair and bad faith conduct by
defendant[] proximately caused economic injury and other damages . . . .†Thus, the breach of the implied covenant
claim did not allege any conduct separate and apart from the alleged breach of
the implied promise that Hospital would only charge a regular rate. In this case, as in Guz, the implied covenant claim seeks simply to invoke contract
terms the parties had agreed to and is therefore superfluous.
Citing
contract gives one party a discretionary power affecting the rights of the
other party, the implied covenant imposes “a duty to exercise that discretion
in good faith and in accordance with fair dealing.†As stated in Carma, “The covenant of good faith finds particular application in
situations where one party is invested with a discretionary power affecting the
rights of another. Such power must be
exercised in good faith.†(
objectively reasonable conduct. Under
California law, an open term in a contract must be filled in by the party
having discretion within the standard of good faith and fair dealing.†(Lazar
v. Hertz Corp. (1983) 143 Cal.App.3d 128, 141 (Lazar).)
automobile buyers against General Motors Acceptance Corporation (GMAC), the
company that financed their purchases. (
390.) The standard sales agreement
required buyers/borrowers to insure the vehicles and provided that if they did
not or the coverage lapsed, GMAC may purchase collateral protection insurance
(CPI) in its place. (
coverage, GMAC used an accelerated method, rather than a “pro rata-by-time†or
“actuarial†method that was more advantageous to the borrower, to calculate the
amount of any premium refund. (
terms of the CPI policy, including the method for computing premium refunds, to
GMAC’s reasonable discretion, the court concluded that “the issue of whether
GMAC breached the standard sales agreement involves whether GMAC breached the
implied covenant of good faith and fair dealing.†(Id.
at p. 393, italics omitted.) The court
explained, “[a] borrower can legitimately expect that an appropriate amount of
the premiums will be refunded if the insurance is ended before its term. And although GMAC can unilaterally decide the
premium refund method, that decision, pursuant to the implied covenant, must be
a reasonable one; legitimate expectations naturally flow from this
recognition.†(Id. at p. 395, fn. omitted.)
In Acree, there was evidence
that the actuarial method is commonly used to compute premium refunds, that
GMAC used that method for some of its CPI policies, and that GMAC had filed a
notice with the Michigan Insurance Bureau and sent notices to customers stating
that it used the actuarial method. (
In light of this evidence, the court held that although the agreement
was silent on the premium refund method, a borrower could reasonably expect
that an actuarial method would be used, and affirmed the judgment finding a
breach of the implied covenant. (
Plaintiffs
argue that “similar to Acree, the COA
was at best silent about the fact that providers [who] balance billed, or did
not accept insurance were working within its hospital, but actually was either
explicit or at best ambiguous in informing patients that only regular rates
would be charged at the facility.†But
plaintiffs do not articulate the specific discretionary power affecting the
rights of the other party that they assert as the basis for their breach of the
implied covenant claim. For example, in
terms of the CPI policy, including the method for computing premium refunds, to
GMAC’s reasonable discretion. (
v. Crocker National Bank (1985) 38 Cal.3d 913, the court held that a
checking account signature card, which permitted a bank to set insufficient
funds charges at its discretion, was a contract subject to the bank’s duty of
good faith and fair dealing in setting such charges. (Id.
at pp. 923-924.) In Lazar, the court concluded that the term in a rental car agreement
that permitted the rental car company to unilaterally determine the price
charged to refill the gas tanks on returned rental cars was subject to the
standard of good faith and fair dealing.
(Lazar, supra, 143 Cal.App.3d at p. 141; see also Cal. Lettuce Growers v. Union Sugar Co. (1955) 45 Cal.2d 474,
484 [agreement that was silent as to price provided for verification of an
average net selling price by an independent firm of public accountants
Similarly,
Hospital’s implied promise to bill patients according to its “regular rates and
terms†is an open price term that gave Hospital discretion in setting the rates
charged for its services, and is therefore subject to its duty of good faith
and fair dealing. However, since we hold
that “Facility†means Hospital and does not include Medical Group or other
providers, and plaintiffs do not complain about Hospital’s billing rates or
terms, we conclude that plaintiffs’ reliance on Acree is misplaced.
Citing
may not use the implied covenant to vary the terms of an unambiguous agreement
or override an express term of the contract.
As we have noted, the implied covenant “cannot impose substantive duties
or limits on the contracting parties beyond those incorporated in the specific
terms of their agreement.†(
349-350.) Since we conclude that the COA
is not ambiguous, does not contain a promise that Medical Group will only
charge regular rates, and does not require Hospital to ensure that Medical
Group accepts the same health plans as Hospital, determine which health plans
Medical Group contracts with, or advise patients that Medical Group may not
accept the same health plans as Hospital, we agree that the implied covenant
cannot be used to impose such duties.
For these
reasons, we conclude that the trial court did not err when it sustained the
demurrer to the breach of the implied covenant claim without leave to amend.
E.
Violation of the UCL (Bus. & Prof. Code,
§ 17200 et seq.)
Plaintiffs
contend that the trial court erred when it sustained Hospital’s demurrer to
their cause of action alleging unfair business practices under the UCL without
leave to amend.
1.
General Principles Regarding the UCL
The UCL
“does not proscribe specific activities, but broadly prohibits ‘any unlawful,
unfair or fraudulent business act or practice and unfair, deceptive, untrue or
misleading advertising.’ ([Bus. &
Prof. Code,] § 17200.) The UCL ‘governs
“anti-competitive business practices†as well as injuries to consumers, and has
as a major purpose “the preservation of fair business competition.†[Citations.]’ . . . ‘ “Because . . . section 17200 is written in
the disjunctive, it establishes three varieties of unfair competition—acts or
practices which are unlawful, or unfair, or fraudulent. ‘In other words, a practice is prohibited as
“unfair†or “deceptive†even if not “unlawful†and vice versa.’ †’ [Citation.]â€
(Puentes v. Wells Fargo Home
Mortgage, Inc. (2008) 160 Cal.App.4th 638, 643-644.)
“ ‘[A]n
action based on Business and Professions Code section 17200 to redress an
unlawful business practice “borrows†violations of other laws and treats these
violations, when committed pursuant to business activity, as unlawful practices
independently actionable under section 17200 et seq. and subject to the
distinct remedies provided thereunder.’ â€
(Farmers Ins. Exchange v. Superior
Court (1992) 2 Cal.4th 377, 383.)
Virtually any law or regulation – state or federal, common law or
statutory – may serve as a predicate for a UCL claim under the unlawful
prong. (People v. E.W.A.P., Inc. (1980) 106 Cal.App.3d 315, 318-319;
Hewlett-Packard Co. (1997) 58 Cal.App.4th 273, 287 [listing types of
state laws that have been enforced under the unlawful prong of Business and
Professions Code section 17200], overruled on another ground in
Co. (2000) 23 Cal.4th 163, 175-178; Stern, Bus. & Prof. C. § 17200
Practice (The Rutter Group 2013) ¶¶ 3:56-3:111, pp. 3-13 to 3-29 (Stern).) But if the complaint fails to state a
violation of the underlying “ ‘borrowed’ †law, the UCL claim based on that law
also fails. (Stern, supra, ¶ 5:141, p. 5-50.4, citing Whiteside v. Tenet Healthcare Corp. (2002) 101
Cal.App.4th 693, 706 (Whiteside)
[patient’s UCL claim failed to the same extent as his breach of contract claim,
since there was nothing in hospital’s agreement with patient that was likely to
mislead a consumer], Van Ness v. Blue
Cross of California (2001) 87 Cal.App.4th 364, 376-377 [dismissal of
contract claim results in dismissal of dependent UCL claim], and other cases.)
“ ‘[A]
practice may be deemed unfair even if not specifically proscribed by some other
law.’ †(Korea Supply Co. v. Lockheed Martin Corp. (2003) 29 Cal.4th 1134,
1143.) As the court explained in
198 Cal.App.4th 230 (Boschma),
“According to some appellate courts, a business practice is ‘unfair’ under the
UCL if (1) the consumer injury is substantial; (2) the injury is not outweighed
by any countervailing benefits to consumers or competition; and (3) the injury
could not reasonably have been avoided by consumers themselves. (Camacho
v. Automobile Club of Southern California (2006) 142 Cal.App.4th 1394,
1403–1405.) Other courts require ‘that
the public policy which is a predicate to a consumer unfair competition action
under the “unfair†prong of the UCL . . . be tethered to specific
constitutional, statutory, or regulatory provisions.’ (Bardin
v. DaimlerChrysler Corp. (2006) 136 Cal.App.4th 1255, 1260–1261.) Still others assess whether the practice ‘is
immoral, unethical, oppressive, unscrupulous or substantially injurious to
consumers . . . [weighing] the utility of the defendant’s
conduct against the gravity of the harm to the alleged victim.’ (Id.
at p. 1260.) And some courts, in
reviewing a pleading, apply all three tests.
(Drum v. San Fernando Valley Bar
Assn. (2010) 182 Cal.App.4th 247, 256–257.)†(Boschma,
at p. 252.)
“ ‘[A]
fraudulent business practice is one that is likely to deceive members of the
public.’ †(Boschma, supra, 198
Cal.App.4th at p. 252, quoting Morgan
v. AT&T Wireless Services, Inc. (2009) 177 Cal.App.4th 1235,
1255.) “ ‘A claim based upon the
fraudulent business practice prong of the UCL is “distinct from common law
fraud. ‘A [common law] fraudulent deception
must be actually false, known to be false by the perpetrator and reasonably
relied upon by a victim who incurs damages.
None of these elements are required to state a claim for . . . relief’
under the UCL. [Citations.] This distinction reflects the UCL’s focus on
the defendant’s conduct, rather than the plaintiff’s damages, in service of the
statute’s larger purpose of protecting the general public against unscrupulous
business practices.†’ [Citation.] A fraudulent business practice ‘ “ ‘may be
accurate on some level, but will nonetheless tend to mislead or deceive. . .
. A perfectly true statement couched in
such a manner that it is likely to mislead or deceive the consumer, such as by
failure to disclose other relevant information, is actionable under’ †the
UCL.’ [Citation.]†(Boschma,
at pp. 252-253.)
2.
Allegations of the First Amended Complaint and
Contentions on Appeal
The UCL
claim in plaintiffs’ original
complaint contained broad allegations that Hospital and Doe defendants had
“unfairly, unlawfully, and fraudulently†led them to believe “that they would
be covered for medical treatment at their facilities.†In granting leave to amend, the court told
plaintiffs’ counsel that it would help focus the litigation if he alleged “with
precision†what he wanted to “accomplish†or “what the basis of [the] claim
is.â€
Plaintiffs’
first amended complaint asserted the following bases for their UCL claim under
the unlawful prong: (1)
misrepresentations under Civil Code sections 1572, 1573, 1709, 1710, and 1770,
subdivision (a)(14), alleging that Hospital led them to believe that only
regular rates would be charged; (2) violations of Health and Safety
Code section 1317 and the holdings in Bell v. Blue Cross of California and Prospect; (3) negligent failure to control the conduct of
independent contractors, citing Civil Code section 1714, subdivision (a) and Sprecher
v. Adamson Companies (1981) 30 Cal.3d 358 (Sprecher); (4) that the contract with Hospital was unconscionable,
citing Civil Code sections 1670.5 and 1770, subdivision (a)(19)); (5) breach of
contract; and (6) breach of the implied covenant of good faith and fair
dealing. They relied on these same bases
for their claim under the unfair prong, adding violations of “fundamental rules
of honesty†and “Section 5 of the Federal Trade Commission Act,†and asserted
claims under the fraudulent prong of the UCL.
As we shall explain, on appeal, plaintiffs assert some, but not all, of
these theories as the bases for their UCL claim.
Plaintiffs’
arguments on appeal related to the UCL cause of action are difficult to follow,
since they have organized their brief according to broad claims of duty and do
not present their arguments regarding their UCL claim under a single, separate
argument heading.
name="_ftnref12" title="">[12] Plaintiffs appear to rely on the unlawful and
fraudulent prongs of the UCL; their brief does not contain any argument about
the unfairness prong. On appeal,
plaintiffs’ unlawful business practices claim is based on common law theories
of negligence, premises liability, the theory of “ostensible agency†in
Cal.App.3d 332 (Elam),
contractual duties based on the Medical Group contract (which was not pleaded
in the first amended complaint), and fraud (Civ. Code, § 1710).
Since
plaintiffs’ brief fails to discuss the other bases enumerated in their UCL
claim in the first amended complaint, we conclude that they have waived or
abandoned any claim of error related to those theories. (Reyes
v. Kosha (1998) 65 Cal.App.4th 451, 466, fn. 6 [even when our review
is de novo, the scope of review is limited to issues that have been adequately
raised and supported in the appellant’s brief, and issues not raised in the
brief are deemed waived or abandoned].)
And since we conclude that plaintiffs’ breach of contract and breach of
the implied covenant of good faith and fair dealing claims based on the COA are
without merit, their UCL claims based on those theories fail. (See Whiteside,
supra, 101 Cal.App.4th at p. 706.)
3.
Analysis:
Unlawful Business Practices
Plaintiffs
contend that Hospital’s business practices were unlawful under the UCL because
they breached a common law duty to control activities on their premises. Plaintiffs cite Civil Code section 1714,
which provides in relevant part: “(a)
Everyone is responsible, not only for the result of his or her willful acts,
but also for an injury occasioned to another by his or her want of ordinary
care or skill in the management of his or her property or person, except so far
as the latter has, willfully or by want of ordinary care, brought the injury
upon himself or herself.†(
when it failed to assure that Medical Group abided by the Medical Group
contract.
Plaintiffs
cite Sprecher, su
| Description | Plaintiffs Maria Leon and Rafael Leon brought an action against defendant Watsonville Hospital Corporation for the hospital’s failure to advise them, when they were admitted to the emergency room, that the emergency room physicians did not accept plaintiffs’ health care plan and for the hospital’s failure to take other action to prevent the emergency room physicians from “balance billing†or charging excessive fees for services rendered. Plaintiffs, who brought the action on behalf of themselves and other similarly situated persons, sued the hospital for breach of contract, breach of the implied covenant of good faith and fair dealing, unfair business practices, violation of the Consumers Legal Remedies Act (Civ. Code, § 1750 et seq.; CLRA), and declaratory and injunctive relief. |
| Rating |
